Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration File Nos. 333-258290, 333-258290-01, 333-258290-02, 333-258290-03
Relating to Preliminary Prospectus Supplement dated August 3, 2021
to Prospectus dated July 30, 2021
Pricing Term Sheet
Invitation Homes Operating Partnership LP
$650 million 2.000% Senior Notes due 2031
August 3, 2021
Issuer: | Invitation Homes Operating Partnership LP | |
State of Formation: | Delaware | |
Guarantors: | Invitation Homes Inc. Invitation Homes OP GP LLC IH Merger Sub, LLC | |
Expected Ratings* (Moody’s/S&P/Fitch): | Baa3/BBB-/BBB (Stable/Stable/Stable) | |
Security: | 2.000% Senior Notes due 2031 | |
Aggregate Principal Amount: | $650,000,000 | |
Maturity Date: | August 15, 2031 | |
Interest Rate: | 2.000% per annum | |
Interest Payment Dates: | February 15 and August 15, commencing February 15, 2022 | |
Price to Public: | 98.396% of the aggregate principal amount | |
Yield to Maturity: | 2.179% | |
Benchmark Treasury: | 1.625% due May 15, 2031 | |
Spread to Benchmark Treasury: | T + 100 basis points | |
Benchmark Treasury Price / Yield: | 104-03+ / 1.179% | |
Optional Redemption: | Prior to May 15, 2031 (three months prior to the Maturity Date of the Notes), “make-whole” redemption at the Adjusted Treasury Rate (as defined) plus 15 basis points (calculated as though the actual Maturity Date of the Notes was May 15, 2031), plus accrued and unpaid interest to, but not including, the redemption date. On and after May 15, 2031 (three months prior to the Maturity Date of the Notes), at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date. See the preliminary prospectus supplement for the definition of “Adjusted Treasury Rate” and for further terms and provisions applicable to optional redemption and the calculation of the redemption price. | |
Trade Date: | August 3, 2021 |
Settlement Date: | August 6, 2021 (T+3); under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is two business days preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+3 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes during such period should consult their advisors. | |
CUSIP/ISIN: | 46188BAA0 / US46188BAA08 | |
Minimum Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
Joint Book-Running Managers: | J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC | |
Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Capital One Securities, Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Goldman Sachs & Co. LLC KeyBanc Capital Markets Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Raymond James & Associates, Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. |
* | A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each of the ratings above should be evaluated independently of any other security rating. |
The issuer and guarantors have filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the preliminary prospectus supplement and other documents the issuer and guarantors have filed with the SEC for more complete information about the issuer and guarantors and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, the guarantors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: J.P. Morgan Securities LLC collect at 1-212-834-4533; BofA Securities, Inc. at 1-800-294-1322; or Wells Fargo Securities, LLC at 1-800-645-3751.
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